This Legal Study is compiled, in connection with the above Law, for which we had prepared a Legal Study under No.390 in early 1983.

Now, an important Law No.45 of 1989 has been issued introducing some fundamental amendments to the above Law and therefore we shall append below a full translation of the original Law No.11 of 1983

and thereafter append below the amendments now being introduced by the new Law No.45 of 1989:-

This Law aims at organizing every commercial activity undertaken in Iraq by a person in the capacity of an Agent or a Mediator in favor of a Natural or Juristic Person, under whatever nomenclature, and organizing styles of his dealings, and the dealings of the State Departments, the Socialist Sector, the federations and the Popular and Vocational Organizations with the Foreign Companies and Parties,

In a manner that achieves objectives of the national development and. prevents illegitimate mediation and curbs exploitation phenomena, and seals off the legislative flaws which may lead to cause damage to the national interest.

Objectives of this Law shall be realized by the following means :-

1st Organizing activities of the Agency and the Mediation through subjecting their practice to a licensing regulation that ensures interest of the State and various economical sectors, and avoids them from evils of negligence in their relations with others.

2nd Developing the Agencies & Mediations Register in accordance with requirements of the commercial work, and making it a precise foundation and a reliable source for the information relevant to activities of the Agencies and the Mediations and the individuals who trade therein.

3rd Following up activity of the Agents and the Mediators by promoting style of the control imposed on their works and to distinguish the experienced, decent and keen elements from the casuals and obtruders into the commercial field.

By the following expressions, stated in this Law, it is meant what is shown against each :-

1st The Commercial Agency : Any commercial activity undertaken in Iraq by an individual, in capacity of an Agent of a Natural or Juristic Person, whether it was a Commercial Agency or Commission Agency, or Commercial Representation, and any other Agency stipulated upon in the Laws pertaining to the Trade and the Companies in general.

2nd. The Commercial Mediation : Any of the mediation activities that aims to bring closer two parties willing to conclude a contract or to register conclusion of the contract between them.

3rd The Agent : The Natural or the Juristic Person who undertakes any of the commercial Agency activities mentioned in para 1^st of this Article.

4th The 'Mediator : The Natural or the Juristic Person who undertakes any of the Mediation activities mentioned in para 2^nd of this Article.

5th The License : The Certificate which shall be issued by Registrar of the Commercial Agencies and Mediations that permits for the Agent or the Mediator to practice activities of the Commercial Agency or the Mediation.

1st It is a condition in the Agent or the Mediator that his name should be registered in the Register of the Commercial Agencies and Mediators, and no one shall be registered therein unless he was:-

a) Having Iraqi nationality and resident in Iraq, and in case it is a Company, all its stocks and shares should be owned by Iraqis and to be registered in Iraq.

b) Having the legal eligibility and has completed twenty five years of his age.

c) Reputed for his straight forwardness and good conduct.

d) Has a commercial place in Iraq to practice his work and adopts a commercial name, and registered at the Commercial Register.

e) Registered in one of the Chambers of Commerce in Iraq.

f) Devoted to his work as a Commercial Agent or Mediator.

h) There shall be excluded from provisions of para (f) the export operations.

2^nd The Minister of Trade may exclude from provisions of this Article, by a proclamation to be published in the Bulletin of the Commercial Register, Departments of the State and the Socialist Sector.

1st Those who have the conditions mentioned in Article (4) may submit an application to Registrar of the Agencies and the Mediators for obtaining a LICENCE to practice activities of the Commercial Agencies or Mediation.

2nd Registrar of the Agencies and Mediators should consider the application within a period of thirty days from date of its submission, and applicant of the request, in case of rejectioining it, may appeal to the Minister of Trade within fifteen days, and the decision of the Minister in this respect shall be final.

3rd When the applicant is accepted, the Registrar should issue the LICENSE which must contain its serial number and its date, and name of the Agent or the Mediator, his address and his photograph or photograph of the authorized Manager in case it is a Company.

4th The License should not be handed over to the Agent or to the Mediator unless after recording the information relating to him in the Record of the Commercial Agencies & Mediations, and retaining his photograph, or photograph of the authorized Manager of the Company, and his written undertaking to submit the information required from him in compliance with provisions of this Law and any other information which shall be determined to be submitted in accordance with a proclamation to be published in the Bulletin of the Commercial Register.

5th The Minister of Trade may classify the Agents and the Mediators according to the commodities classification for the materials they deal with. And upon such, the LICENSE shall be granted and the Agent or the Mediator shall be registered on this basis.

1st The Agent or the Mediator should submit a request for renewing his License within sixty days from commencement of the year, in accordance with the Gregorian Calendar,

whatever date of granting the license or its previous renewal may be.

2nd If the renewal request is not submitted within the period prescribed in para 1st of this Article, the Registrar should cancel License of the Agent or the Mediator, and the Agent or the Mediator may appeal to Minister of Trade during fifteen days, and decision of the Minister in this respect shall be final.

3rd. Cancellation of the Agent's License will entail cancellation of all his agencies by force of law and without need for a special decision therefor.

Registrar of the Commercial Agencies and Mediations may, in accordance with the legal factual evidences, consider any commercial activity carried out in Iraq by a Natural or a Juristic Person a commercial agency or mediation subject to provisions of this Law, and those concerned may appeal to Minister of Trade within thirty days from date of "being notified therewith, and decision of the Minister in this respect shall be final.

Registrar of the Commercial Agencies and Mediations may cancel Licence of any Agent or Mediator at any time when one of the conditions necessary for granting it lacks, and the Agent or the Mediator may appeal to Minister of Trade within fifteen days from date of being notified, and decision of the Minister shall be final.

The Agent licensed in compliance with provisions of this Law should submit a request for registering all his Agencies from the foreign companies and Organizations.

Article - 10

Departments of the State and the Socialist Sector and the Federations and the Popular and Vocational Organizations shall be forbidden categorically from dealing with the Agents and the Mediators, whatsoever nomenclature they may take, whether they were Natural or Juristic Persons, being Individuals, Companies or Organizations. And when these Parties need to import goods or materials or to make contracts to achieve works or render services

they shall abide by dealing directly with the foreign Manufacturers and Suppliers, or their licensed Branches in Iraq, or through the Iraqi Commercial Attaches abroad.8

Article - 11

If it becomes impossible for the Parties mentioned in Article (10) of this Law to deal directly, as shown therein, hence they should, in case of utmost necessity, submit a request to obtain approval of the Minister of Trade for dealing through the licensed Agents or Mediators, provided that name of the

foreign company or the foreign manufacturer or Supplier with whom the dealing is intended to be made, and name of the commercial Agent or Mediator through whom the contracting is intended to be made, should be defined in the request, together with stating reasons for resorting to his services. And it is not permissible for the party that has submitted the request to make the dealing in this manner before approval of Minister of Trade is issued for that.

1st The Agent and the Mediator should maintain a special journal to be devoid from any crossing-out or erasing or inclusion or blank that the bookkeeping necessitates, provided it should be presented to the Notary Public at the time of opening it to indicate number of its pages, to seal each

page thereof with his seal, also at the end of each financial year for endorsing upon number of the pages used thereof during that year, or in case its pages completed before end of the year to mark closing it at last page thereof.

2nd, The Agent and. the Mediator should, write down in the special journal amount of the commission realized, for him inside Iraq and abroad, indicating amount of which that was remitted to Iraq, through the licensed. Banks and. their percentage compared to amounts of the dealings concluded., and. the import and export operations done for account of his Principals and Clients, together with stating names of all those concerned and their full addresses.

3rd. The Agent and the Mediator should submit to Registrar of the Commercial Agencies and Mediations a Statement in duplicate, within sixty days from starting of the financial year in the commercial activities which he carried out during the previous year, provided that it shall contain total amounts realized for him through his practicing activities of commercial Agency or Mediation in detail, and amount he received thereof actually, together with stating the Parties which remitted those amounts for him and the documents substantiating same, and the Registrar may accept the Statement after lapse of the said period within ninety days from date of its expiry if the delay was due to a legitimate excuse.

Registrar of the Agencies and Mediations has right of the control and supervision over activities of the Agent and the Mediator and he may send a representative on his behalf to inspect his place and check his journals and documents.

It is permissible to grant Officials of the Commercial Agencies and Mediations, whose designat ions are not less than "Supervisor" who hold a University Degree in the Law, authority of an Investigator, by nomination of the Minister of Trade and a decision of the Minister of Justice, to carry out investigations in the crimes prescribed in this Law, And Registrar of the Commercial Agencies and Mediations may request carrying out of the investigation in any of these crimes.

CHAPTER - III

THE PUNISHMENTS

There shall be punished by permanent or temporary imprisonment whoever undertakes one of the Commercial Agencies and Mediations activities before obtaining the license, or that he has not registered all his Agencies in respect of the foreign companies and Organizations. And in case the violator was a Juristic Person, hence, those responsible for its management shall be punished by the punishment, together with ruling to dissolve and liquidate it and confiscate its commissions.

There shall be punished by permanent or temporary imprisonment those responsible for Departments of the State and the Socialist Sector and the Federations and the Popular & Vocational Organizations who act contrary to provisions of the two Articles (10) and (11) of this Law.

There shall be punished, with the capital punishment or permanent imprisonment everyone assigned with a public service who undertook knowingly activities of the mediation for the purpose of concluding a contract with Departments of the State and the Socialist Sector, or intentionally violated with safety or freedom of the tenders against a fee or a commission or any other material benefit.

There shall be punished by an imprisonment or by a fine not exceeding IDs.10,000 or by both punishments whoever committed an act contrary to provisions of this Law, other than those acts prescribed under Articles 15» 16 and 17, also there shall be punished with same punishments anyone who violated provisions of the Instructions issued in accordance with this Law.

The Agents and the Mediators licensed before validity of this Law should qualify their disposition within a period of three months from date of validity thereof, in compliance with its provisions, otherwise their licenses shall be considered cancelled.

The Minister of Trade may issue Instructions that smooth implementation of this Law necessitates.

The following duties shall be levied in respect of the procedures that would be adopted in compliance with this Law:-

(1) IDs.50/- for issuing the License.

(2) IDs.10/- for renewing of the License.

(3) IDs* 5/~ for registering the Commercial Agency.

(4) IDs. 1/- for copy of the License.

(5) IDs. 1/- for correction of the Register.

(6) IDs. 1/- for request of certification or confirmation or obtaining information.

(7) IDs. 1/- for submission of the information.

(8) IDs. 2/- for submission of the Statement.

1st Law/ No.208 of 1969 for Organizing the Commercial Agency and its Amendments, and Law Tlo. Q of 1976 for Punishment of the Unlawful Mediation shall be repealed.

2nd The Instructions issued in accordance with the two Laws mentioned in para 1st of this Article which do not contradict with provisions of this Law shall continue to be complied with until these Instructions are replaced or cancelled.

This Law shall be published in the Official Gazette and the competent Ministers shall undertake to implement it.

SADDAM HUSSEIN

Chairman : R. C. C.

As stated on page (1) of this Study, we now append below a translation of the new Law No.45 of 1989 which introduces major amendments to the original Law No.11 of 1983 :-

AMENDMENT TO LAW OF ORGANIZING THE COMMERCIAL

AGENCIES AND MEDIATIONS N0.11 OF 1983

Para (5th) of Article (5) of the Law of Organizing the Commercial Agencies and Mediation No.11 of 1983 shall be deleted and superseded by the following :-

5th : It is permissible for the Agents to deal with

all kinds of the commodities, without limitation of the commodity classification, and to undertake the mediation activities shown in para (2nd) of Article (3) of the Law.

Both Articles (10) and (11) of the Law shall be repealled.

The following para shall be added to Article (12) of the Law and shall be para (4th) thereof:-

4th : 1) The Commercial Agent or Mediator may import commodity requirements at a rate of 30% of the commissions accrued to him and to return balance of the commissions to the Country.

2) The Agent or the Mediator may import productive machinery and plant at a rate of (100%) of his accrued commissions.

Article (16) of the Law shall "be repealed.

Article (21) of the Law shall be deleted and superseded by the following:-

The following duties shall be levied in respect of the procedures that would be adopted in compliance with this Law :-

1st : IDs.75/- for issuing the license.

2nd : IDs.25/- for renewing the license.

3rd : IDs.10/- for registering the Commercial Agency.

This Law shall be published in the Official Gazette and the competent Ministers shall undertake to implement it.

SADDAM HUSSEIN

Chairman : R.C. C.

P.S. The above Law No. 45 of 1939 was published in the Official Gazette No.3253 dated 1st May, 1989.